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United
States
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): August
28, 2024
Pineapple Energy Inc.
|
(Exact
name of Registrant as Specified in its Charter) |
|
Minnesota
|
(State Or Other Jurisdiction
Of Incorporation) |
|
001-31588 |
|
41-0957999 |
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
10900
Red Circle Drive
Minnetonka,
MN
|
|
55343 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(952) 996-1674
|
Registrant’s Telephone
Number, Including Area Code |
|
Securities
registered pursuant to Section 12(b) of the Act
Title
of Each Class |
Trading
Symbol |
Name
of each exchange on which registered |
Common
Stock, par value, $.05 per share |
PEGY |
The
Nasdaq Stock Market, LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
|
☐ |
Written communications pursuant to Rule 425
under the Securities Act |
|
☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act |
|
☐ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act |
|
☐ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective August 28, 2024, Andrew Childs was appointed as Chief Financial Officer (“CFO”) of Pineapple Energy Inc., (the “Company”).
Andrew Childs, age 45, has extensive financial executive experience at both private and public institutions. Prior to joining the Company, from 2022 to present, Mr. Childs served as CFO of Conduit Capital Partners providing strategic input into EPC public companies alongside dealing with climate and sustainable institutional equity and debt funds. From 2016 - 2020, Mr. Childs served as CFO to The Conduit, a Delaware company, and prior to this as SVP of North America for Soho House overseeing gross revenues of $350 million, having spent several years in this position from 2012-2015. Prior to 2019, Mr. Childs held key financial positions as CFO of Cinema Lab, a sustainable platform that regenerates high street real estate, including having spent ten years in C-Suite level positions in various financial and operational capacities. Mr. Childs holds a bachelor’s degree in business economics from the University of Portsmouth.
Mr. Childs will receive an annual base salary of $250,000 (“Base Salary”), subject to annual adjustments as determined by the Board of Directors (“Board”). Mr. Childs will also be eligible for an annual bonus of up to 40% of his Base Salary as determined at the sole discretion of the Board in consultation with the Compensation Committee. In addition, Mr. Childs is eligible to participate in the Company’s standard benefit plans and programs.
As noted above in Mr. Childs biography, Mr. Childs previously held the position of CFO of Conduit Capital, which is a debtholder in our Company. Mr. Childs no longer holds a position with Conduit Capital and is not a member of our board of directors and, therefore, will not have any voting power of or control of either entity. If, and to the extent, any future transactions require related party transaction disclosures under applicable rules, then we will provide all such required disclosures related thereto, as well as in our future quarterly and annual reports.
A copy of Mr. Childs offer letter effective August 28, 2024, is annexed hereto as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATUREs
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
PINEAPPLE ENERGY INC. |
|
|
|
By: |
/s/ James Brennan |
|
|
James Brennan
Chief Operating Officer |
|
|
|
Date: September 4, 2024 |
|
|
8-28-2024
Dear Andrew (“Andy”) Childs,
It
is our pleasure to offer you the position of Interim CFO (Chief Financial Officer) and Corporate Secretary with Pineapple Energy,
Inc. (the “Company”). Your work location will be the SUNation Office located at 171 Remington
Blvd. Ronkonkoma, NY 11779. This position will report to Scott Maskin, Interim CEO.
Start Date for Hire: 8-28-2024
You will devote your
full business time and best efforts to the performance of your job and perform such duties as are assigned to you by the Company.
Compensation: Your total compensation will
consist of a weekly salary payable on the Company’s regular paydays. All compensation is less
tax and withholding required by law as well as those deductions authorized by you.
Annual Salary = $250,000.00
Bonus Potential = Up to 40% of your base salary.
Employee Bonus Program: The Company Employee Bonus
Program is discretionary based on goals established by the Company’s Board of Directors and
may be changed from time to time. Any bonus payable shall be paid as a lump sum by March 15 of the calendar year following the year for
which the bonus was calculated. Employee must be employed by the Company on the date of the payment of any bonus to earn any bonus
under the Company’s Employee Bonus Program.
Initial goal for 50% of the total annual bonus is as follows:
| 1. | Successful PIPE exchange into new vanilla preferred shares |
| 2. | $5M Equity Raise to shore up the balance sheet and remove the “going concern” auditors statement in our financial
statements |
| 3. | $35M Debt/Equity Raise to acquire 1-2 companies and clean up the debt schedule |
Benefits:
You will be eligible to participate in employee benefits and Paid Time Off programs (PTO) provided
by the Company to its employees generally, subject to the terms, conditions and eligibility requirements
of the applicable plans and policies as modified by the Company from time to time. PTO is
paid at your base rate of compensation in effect at the time that you take the PTO. PTO is accrued based on years of service. Your
hire year PTO is accrued at 1.846 hours per week with a maximum of 12 days for the year. You will
be eligible for Holiday Pay on the 8 Holidays designated by the company. Based on your date of hire, you may be eligible for 2
floating holidays after 90 days of employment. Your first year PTO will be prorated according to
your hire date, and you will be eligible after 30 days
10900 Red Circle Drive • Minnetonka, MN • 1-800-268-5130
• 952-996-1674 • www.pineappleenergy.com
except for NYSSL (NY Sick and
Safe Leave). If additional time off is needed, with approval of your supervisor you may be able to take additional unpaid time off. Working
remotely, a benefit offered sparingly to key employees, will not require the use of PTO days. The
entire PTO policy is available in the employee handbook.
Medical/Dental/Vision/Life/Accident/STD/LTD/HSA/CI/
insurance is available following 30 days of employment.
401K:
You will automatically be enrolled at 6% Pre-Tax contribution at 90 Days and must sign in to the 401K website to change your contribution
or opt out. The Company matches .50/$1 up to a total of 3%.
Mind/Body/Wellness:
The Company will reimburse you up to $35/month for activities with a wellness benefit. Some examples include: gym membership, yoga
or painting classes, craft or athletic equipment or registration fees to compete in athletic events.
Eligible at 90 Days.
Our offer is contingent upon each of the
following:
First and foremost, this offer
is conditioned on your not being subject to any agreement or understanding that would hinder the full and complete performance of your
duties as an employee of our Company.
The Immigration Reform and Control
Act of 1986 requires all US employers to verify all prospective employees’ identity and authority
to work in the United States. For this verification, you will need to complete an I-9 Employment Eligibility form and provide the
required documentation within the time required by law.
Conditions: Employee will have access to,
extremely sensitive confidential, proprietary and trade secret information relating to the Company,
its employees, and its customers. As a result, Employee’s continued employment with the Company are strictly conditioned on Employee
agreeing to the confidentiality provisions and postemployment restrictions.
In consideration of the foregoing, and other good
and valuable consideration, the receipt and sufficiency of which are acknowledged by the Company
and Employee, the parties agree as follows:
1.
Employment Duties: No Conflict; Contingency. The Company hereby agrees to continue to employ Employee
pursuant to the terms and conditions of this Agreement and Employee accepts such employment.
Employee agrees to perform the duties consistent with his position and other duties as may
be requested by the Company from time to time. Employee will perform his duties with a high level of
professionalism and integrity. Employment pursuant to this Agreement is subject to all Company policies in effect throughout Employee’s
employment. During the term of Employee’s employment with the Company, Employee will
not render or perform services for any other corporation, firm, entity or person that are
inconsistent with the provisions of this Agreement except as expressly permitted by the Company in writing.
2.
Employment at Will. Employee’s employment with the Company is at-will and continues until terminated
by the Company or Employee for any reason.
3. Termination. Employee’s employment with the Company may be terminated at any time upon sixty (60) days’ written notice by (a) the Company to Employee
in person or by certified mail to Employee’s address on record at the Company, or (b) Employee
to the then-current Chair of the Board in person or by certified mail to the Company.
2
| (a) Upon termination of Employee’s employment with the Company, Employee shall be entitled to receive: |
| (i) | Base Salary owed through the Termination Date, |
| (ii) | reimbursement of reasonable expenses incurred as of the Termination Date. |
Such
amounts shall be paid within fourteen (14) days of the Termination Date. Employee acknowledges and agrees that said payments, as applicable,
shall be in full satisfaction of any amount due to Employee by the Company, and Employee shall not
be entitled to any further payment, severance, benefits continuation, damages, or any additional compensation whatsoever.
(b)
Termination by the Company for Cause - If the Employee’s employment is terminated by the Company
for Cause, termination will be immediate. For purposes of this Agreement, “Cause” means:
| (i) | gross negligence or gross neglect of duties; |
(ii)
commission of any felony, or a gross misdemeanor involving moral turpitude that in the
reasonable determination of the Board is materially and demonstrably injurious to the Company or that impairs Employee’s ability
to substantially perform Employee’s duties with the Company or any of its affiliates;
(iii)
fraud, disloyalty, dishonesty or willful violation of any law or a willful violation
of a Company policy that, after warning, remains a continuing violation, committed in connection
with the Employee’s employment;
(iv)
conduct that, in the judgment of the Board, results in damage to the Company’s
business, property, reputation, or goodwill, including allegations of sexual harassment or discrimination;
| (v) breach of or inability to perform Employee’s obligations under this Agreement other than by reason of disability or death; or |
| (vi) | failure to follow a directive of the Board |
4.
Proprietary Information. During the course of employment with the Company Employee will Have
access to the Company’s proprietary and trade secret information. Maintaining the confidentiality
of such information is important to the Company’s competitive position in the industry and
ultimately to the Company’s ability to achieve financial success and provide employment opportunities. Employee will not discuss
the business affairs and operations of the Company with anyone outside of the Company except when required in the normal course of business.
To the extent Employee has access to proprietary and/or trade secret information, he is responsible for the security of that
information. Extreme care must be exercised to insure that such information is safeguarded to protect the Company, its suppliers, clients,
and employees.
5.
Confidential Information. Employee recognizes and acknowledges that Employee will have access to certain
information of the Company and that such information is confidential and constitutes valuable, special and unique property of the Company.
Employee shall not at any time, either during or after termination of employment, directly or indirectly
disclose to others, use, copy or permit to be copied, except as directed by law or in accordance
with Employee’s duties for or on behalf of the Company, its successors, assigns or nominees, any Confidential Information
of the Company (regardless of whether developed by the Employee), without the prior written consent
of the Company. The term “Confidential Information” means any secret or non-public information or know-how relating to the
Company and its business, and shall include but not be limited to information relating to the Company’s
3
plans, customers, costs, prices, personnel, business
relationships, uses and applications of products and services, results of investigations, studies owned or used by the Company, and all
products, processes, compositions, computer programs, and servicing, marketing or operational methods and techniques at any
time used, developed, investigated, made or sold by the Company, before or during the term of Employee’s
employment with the Company, that are not readily available to the public or that are maintained
as confidential by the Company. Employee shall maintain in confidence any Confidential
Information of third parties, received as a result of the Employee’s employment, in accordance with the Company’s obligations
to such third parties and the policies established by the Company.
Consistent with
state and federal law, nothing in this Agreement is intended to limit Employee’s right to discuss the terms, wages, and working
conditions of his employment; or prohibits Employee from reporting possible violations of
law to a government agency or attorney, including information about trade secrets in a document
filed in a lawsuit if the disclosure is made in confidence, good faith, solely for the purpose of reporting or investigating a suspected
violation of law and is done only as permitted by law.
6.
Conflict of Interests. The Company expects all employees to conduct business according to the highest
ethical standards of conduct. Employee is expected to devote his best efforts to the interests and business of the Company. Business
dealings that create, or appear to create, a conflict between the interests of the Company and Employee are prohibited. The Company recognizes
the right of employees to engage in activities outside of their employment that are of a private
nature and unrelated to the Company’s business. However, Employee must disclose any possible conflicts so that the Company
may assess and prevent potential conflicts of interest from arising. A potential or actual conflict
of interest may occur when an employee is in a position to influence a business decision that may result in personal gain
to the employee, a family member, or personal acquaintance. It is not possible to specify every action
that might create a conflict of interest. Any question regarding whether an action or proposed course of conduct could create, or appear
to create, a conflict of interest should immediately be presented to the Board Chair or the
Human Resources Department for review.
By accepting this offer, you
understand and acknowledge that this letter sets forth all the elements of our employment offer, and that it supersedes all prior agreements
and understandings between you and our Company regarding this offer. You further understand and agree that this letter does not create
a contract of employment or obligation on our Company or any other person to employ you or to continue
your employment for any period of time, and you acknowledge that your employment will be at-will
and that either you or our Company may terminate your employment at any time, for any reason, with or without cause.
7. Remote Work: It is understood that Andy will work remotely from his home office in NJ and be at the Company office 3 days
every other week. There may be some occasional business travel that will interrupt this normal cadence.
Miscellaneous Item:
It is understood that Andy has
exiting engagements with Cinema Lab, a hotel in Puerto Rico and Conduit Capital. None of these will
be worked on in company time and be wound down in due course or require termination if position
moves from interim CFO to CFO.
4
|
|
|
Andrew Childs |
|
Scott Maskin, CEO |
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Pineapple Energy (NASDAQ:PEGY)
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